01—Abstract
Summary
Summary of the 6-K filed May 7, 2024. Cited figures are marked; the original filing is the authoritative source.
This Form 6-K filed by Brookfield Asset Management Ltd. (BAM) on May 7, 2024 is not a financial results release.
It furnishes the notice of the 2024 Annual Meeting of Shareholders (June 7, 2024, virtual), the proxy form, and the Management Information Circular dated April 25, 2024. The meeting will receive FY2023 consolidated financials, elect 12 directors (six Class A nominees and six Class B nominees), reappoint Deloitte LLP as external auditor, and hold a non-binding advisory say-on-pay vote. Investors should treat it as governance and shareholder-process material rather than a source of new operating or financial data.
The circular's letter to shareholders restates 2023 results and business metrics. BAM raised $93 billiona of capital in 2023 (about $143 billion including roughly $50 billion expected from the American Equity/AEL closing by Brookfield Reinsurance). Total assets under management reached about $916 billion (up 15%) and fee-bearing capital reached $457 billion (up 9%).
Distributable earnings grew 7% to $2.2 billionb, or $1.37 per share, and fee-related earnings rose 6% to $2.2 billion, also $1.37 per share, excluding performance fees. Management also disclosed about $107 billion of uncalled private fund commitments and a 19% increase in the quarterly dividend to $0.38 per share from $0.32. Governance points of note include a separate Chair (Mark Carney) and CEO (Bruce Flatt), a Lead Independent Director (Marcel Coutu), and a Board that is 58% independent with women making up about 33% of directors against a 30% target.
Control rests with the Class B shares, which are held in a trust (the BAM Partnership) that gives Class B holders the right to elect half the Board. Class A holders elect the other half. Shareholders should also note that Hadley Peer Marshall takes over as CFO effective May 31, 2024, and that the Partnership of senior executives collectively holds interests in about 102 million Class A shares on a fully diluted basis.
02—Key points
Key Highlights
- Filing purpose: Notice of the June 7, 2024 virtual Annual Meeting, proxy form, and Management Information Circular dated April 25, 2024; no new financial results are reported.
- Business scale (2023): AUM of about $916 billion (up 15%) and fee-bearing capital of $457 billion (up 9%), with $93 billion raised across strategies.
- Earnings (2023): Distributable earnings rose 7% to $2.2 billion ($1.37/share); fee-related earnings excluding performance fees rose 6% to $2.2 billion ($1.37/share).
- Dividend: Quarterly dividend raised 19% to $0.38 per share from $0.32.
- Leadership change: Hadley Peer Marshall becomes CFO effective May 31, 2024.
- Governance and control: 12 director nominees, split evenly between Class A and Class B holders; Class B shares held in a trust with no single controlling individual; 58% independent Board; 33% women.
- Shareholder votes: Class A holders vote on six directors, Deloitte LLP reappointment as auditor, and an advisory say-on-pay resolution; 2023 vote support for Allison Kirkby was lowest at 83.61%.
03—Questions
Frequently Asked Questions
Does this 8-K/6-K report new financial results for BAM?
No. This filing furnishes the annual meeting notice, proxy materials, and management information circular. The financial figures it cites (AUM, fee-bearing capital, distributable earnings) are 2023 full-year figures restated in the shareholder letter, not new quarterly results.
What are the key votes at the June 7, 2024 annual meeting?
Shareholders will receive the FY2023 consolidated financial statements, elect directors (Class A holders elect six, Class B holders elect six), vote on reappointing Deloitte LLP as external auditor with remuneration set by the directors, and cast a non-binding advisory vote on executive compensation (say-on-pay).
Who controls voting power at BAM?
Class B shares, all held by the BAM Partnership trust, have the right to elect half the Board. The trust's beneficial interests are split among Bruce Flatt, Jack Cockwell, and five other senior executives, so no single person controls it. The Partnership collectively holds interests in roughly 102 million Class A shares on a fully diluted basis.
Is the dividend changing, and what does the 2023 performance imply?
The Board approved a 19% increase in the quarterly dividend to $0.38 per share from $0.32 earlier in 2024. Management attributes growth to fee-bearing capital expansion, and it reported $107 billion of uncalled private fund commitments that could support future fee growth.
What should investors watch for after this filing?
Watch the vote outcomes, especially the say-on-pay advisory result and support levels for individual Class A director nominees, since 2023 support for Allison Kirkby was 83.61%. Also track the CFO transition to Hadley Peer Marshall on May 31, 2024.
04—Continue